United Power of Asia Public : The change of investment structure in business relating to digital assets in Lao PDR

	บริษัทยูไนเต็ด เพาเวอร์ ออฟ เอเชียจ ากัด(มหาชน)
	United Power of Asia Public Company Limited
No. UPA 017-2022
	10 August 2022
Re:	The change of investment structure in business relating to digital assets in Lao PDR
To:	The President
	The Stock Exchange of Thailand

Enclosure Information Memorandum on the Asset Acquisition of United Power of Asia Public Company Limited (List 1) In relation to the Investment in Business relating to Digital Assets in Lao PDR (Amendment of Investment Structure)

Reference is made to the meetings of the Board of Directors of United Power of Asia Public Company Limited (the "Company") No. 1/2022 convened on 11 February 2022 and No. 3/2022 on 17 March 2022 which resolved to approve the Company to invest in business relating to digital assets by verifying transaction for cryptocurrency or cryptocurrency mining in Lao PDR ("Cryptocurrency Mining Business") with the limit scope of USD 25 million or approximately THB 817.7 million (at the weighted average exchange rate between commercial banks of THB 32.708 per 1 USD as of 11 February 2022) and the additional investment of THB 820,000,000 whereby the Company was approved to invest in the newly established company in Lao PDR in order to be a legal owner of the assets used in the cryptocurrency business operation, i.e., the factory and cryptocurrency mining machines ("Plant Company") by the investment through the company which will be newly established in Singapore as the holding company ("Singapore Holding for Plant Company"). The Company will be an investor in the proportion of 100 percent, the details of which are in the chart below.

เลขที่127 อาคารเกษร ทาวเวอร์ชั้นที่28 ห้องเลขที่,บีเอ,ดี/1 ถนนราชดำริห์แขวงลุมพินีเขตปทุมวันกรุงเทพมหานคร 10330

No. 127, Gaysorn Tower Building, Floor 28, Room no. A,B,D,	Ratchadamri Rd., Lumphini, Pathum Wan, Bangkok 10330
T e l : 0 2 - 6 7 7 - 7 1 5 1	F a x : 0 2 - 6 7 7 - 7 1 5 2

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United Power of Asia Public Company Limited

Remarks:

Singapore Holding means AIF Digital Holding International Pte. Ltd., Laos Holding means AIF Digital Asset Holding Sole Co., Ltd., Operating Company means Lao Crypto Mining Co., Ltd., and Local Partner means Pisasai Digital Asset Co., Ltd.

From the consultation with the consultant of the Company in Lao PDR, it is found that if Plant Company is the owner of the cryptocurrency mining machines, Plant Company will have to pay the import tax for the cryptocurrency mining machines without being exempted from paying the import tax for the cryptocurrency mining machines. That was different from the case of Operating Company, which receives the license to operate Cryptocurrency Mining Business, that is exempted from paying the import tax for the cryptocurrency mining machines. The Board of Directors of the Company in the meeting No. 5/2022 on 10 August 2022 thus resolved to change the structure of investment in the Cryptocurrency Mining Business which would not affect the overall investment structure and the return which would be obtained from the investment. Details are as follows:

1. Operating Company, which obtains the license to operate Cryptocurrency Mining Business, will have the shareholding structure as approved by the Board of Directors' meetings No. 1/2022 held on 11 February 2022 and No. 3/2022 held on 17 March 2022. This means that each of the Company and AIF Group Sole Co., Ltd. will hold shares in AIF Digital Holding
   International Pte. Ltd. ("Singapore Holding") in the proportion of 50 percent and Singapore Holding will hold 100 percent of shares in AIF Digital Asset Holding Sole Co., Ltd. ("Laos Holding") and Laos Holding will hold 50 percent of shares in Lao Crypto Mining Co., Ltd. or Operating Company whereby Pisasai Digital Asset Co., Ltd. ("Local Partner") will hold another 50 percent of shares in Operating Company.
   In this regard, the expenses and the mined cryptocurrency coins of Operating Company will be according to the agreement between Laos Holding and Local Partner whereby Laos Holding will be responsible for all the expenses and will receive all the benefits from the cryptocurrency coins mined from the mines of Laos Holding, without having to divide them to the Local Partner in proportion to their shareholding percentage.
2. The Company will hold 100 percent of shares in Champasack Plant IT Solution Sole Co., Ltd., which is a registered company in Lao PDR ("Champasack Plant"). Such holding is a direct holding without holding shares via a holding company in Singapore.
3. The Company will lend USD 32,335,546.62 to Operating Company, which is the entity that has obtained the license to operate Cryptocurrency Mining Business at the initial state, with the interest of Minimum Loan Rate of Siam Commercial Bank Public Company Limited - 2.00% (SCB MLR rate - 2.00%), to be used for purchasing assets which will be used in the operation of cryptocurrency business, i.e., the factory and cryptocurrency mining machines for the mines of Laos Holding, whereby Operating Company will place the assets, i.e., cryptocurrency mining

เลขที่127 อาคารเกษร ทาวเวอร์ชั้นที่28 ห้องเลขที่,บีเอ,ดี/1 ถนนราชดำริห์แขวงลุมพินีเขตปทุมวันกรุงเทพมหานคร 10330

No. 127, Gaysorn Tower Building, Floor 28, Room no. A,B,D,	Ratchadamri Rd., Lumphini, Pathum Wan, Bangkok 10330
T e l : 0 2 - 6 7 7 - 7 1 5 1	F a x : 0 2 - 6 7 7 - 7 1 5 2

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United Power of Asia Public Company Limited

machines as the collateral for the loan. In this regard, the Company may lend to Operating Company and/or Champasack Plant additional loan as appropriate and necessary, but when combining with all investments, the monetary limit shall not exceed USD 25 million and THB 820,000,000 as has been approved.

4. Operating Company will execute 2 agreements as follows:

1. Management Service Agreement with AIF Group Sole Co., Ltd. whereby Operating Company will pay the remuneration to AIF Group Sole Co., Ltd. in a form of cryptocurrency coins mined from the mines of Laos Holding at the rate of 15 percent ("Remuneration according to the Management Service Agreement"); and
2. Revenue Sharing Contract with Champasack Plant, whereby Operating Company will pay remuneration to Champasack Plant in a form of cryptocurrency coins mined from the mines of Laos Holding in the remaining proportion after deducting expenses of Operating Company, which are tax, electricity charges, license fees, loan and interest, and operating expenses ("Expenses of the Mine") and the Remuneration according to the Management Service Agreement under Clause 1, which is equivalent to the cryptocurrency coins mined from the mines of Laos Holding at the rate of approximately 85 percent after deducting all expenses ("Remuneration according to the Revenue Sharing Contract").

From such structure of investment, the Company will receive 2 parts of remuneration, which are

1. interest from lending to Operating Company and 2) Remuneration according to the Revenue Sharing Contract through Champasack Plant, in which the Company holds 100 percent of shares. The Company restructures the investment with the following purposes:
2. 1. The Company enters into the loan agreement with Operating Company for which the cryptocurrency mining machines are placed as collateral so that the Company has right over the cryptocurrency mining machines as the Pledgee (creditor) to mitigate the risk from that the Company is not the owner of the cryptocurrency mining machines due to the limitation on the import tax payment for cryptocurrency mining machines.
   2. The Company will procure Operating Company to enter into the Revenue Sharing Contract with Champasack Plant, of which the Company holds 100 percent of shares, so that the Company as the shareholder of Champasack Plant obtains the benefit as the Remuneration according to the Revenue Sharing Contract, which is equivalent to all cryptocurrency coins mined from the mines of Laos Holding after deducting related expenses including Remuneration according to the Management Service Agreement. All revenues from the mines of Laos Holding will be transferred to Champasak Plant so that the risks from that the shares of Operating Company are jointly held with Local Partner can be mitigated.

The limit scope of the investment is USD 25 million and THB 820,000,000 according to the approvals from the meetings of the Board of Directors No. 1/2022 held on 11 February 2022 and No. 3/2022 held on 17 March 2022.

เลขที่127 อาคารเกษร ทาวเวอร์ชั้นที่28 ห้องเลขที่,บีเอ,ดี/1 ถนนราชดำริห์แขวงลุมพินีเขตปทุมวันกรุงเทพมหานคร 10330

No. 127, Gaysorn Tower Building, Floor 28, Room no. A,B,D,	Ratchadamri Rd., Lumphini, Pathum Wan, Bangkok 10330
T e l : 0 2 - 6 7 7 - 7 1 5 1	F a x : 0 2 - 6 7 7 - 7 1 5 2

บริษัทยูไนเต็ด เพาเวอร์ ออฟ เอเชียจ ากัด(มหาชน)

United Power of Asia Public Company Limited

Moreover, the meeting of the Board of Directors of the Company No. 5/2022 on 10 August 2022 authorized the Chief Executive Officer and any person assigned by the Chief Executive Officer to be entitled to proceed with any action in relation to the investment in the Cryptocurrency Mining Business as per the structure specified above under the scope limit of USD 25 million and THB 820,000,000, which were approved by meetings of the Board of Directors No. 1/2022 held on 11 February 2022 and No. 3/2022 held on 17 March 2022, as appropriate, by taking into account the benefit that will happen to the Company and shareholders as priority.

The change of investment structure in the Cryptocurrency Mining Business is merely the change in the details of the investment structure whereby the monetary limit of the investment does not change. Therefore, it is not considered a transaction of asset acquisition pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 (2008) Re: Rule on Entering into Material Transactions Deemed as Acquisition or Disposal of Asset (as amended) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposal of Asset B.E. 2547 (2004) (as amended) (collectively referred to as "Notifications on Acquisition or Disposal of Assets").

Furthermore, the entry into such transactions is not the entry into the transaction with the connected persons of the Company. Therefore, it is not considered as a connected transactions pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 (2008) Re: Rules on Connected Transactions (as amended) and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (2003) (as amended) (collectively referred to as "Notifications on Connected Transactions").

เลขที่127 อาคารเกษร ทาวเวอร์ชั้นที่28 ห้องเลขที่,บีเอ,ดี/1 ถนนราชดำริห์แขวงลุมพินีเขตปทุมวันกรุงเทพมหานคร 10330

No. 127, Gaysorn Tower Building, Floor 28, Room no. A,B,D,	Ratchadamri Rd., Lumphini, Pathum Wan, Bangkok 10330
T e l : 0 2 - 6 7 7 - 7 1 5 1	F a x : 0 2 - 6 7 7 - 7 1 5 2

บริษัทยูไนเต็ด เพาเวอร์ ออฟ เอเชียจ ากัด(มหาชน)

United Power of Asia Public Company Limited

Please find additional details in the Information Memorandum on the Asset Acquisition of United Power of Asia Public Company Limited (List 1) In relation to the Investment in Business relating to Digital Assets in Lao PDR (Amendment of Investment Structure).

Please be informed accordingly.

Sincerely yours,

(Mr. Wit Suwanasri)

Chief Executive Officer (Acting)

เลขที่127 อาคารเกษร ทาวเวอร์ชั้นที่28 ห้องเลขที่,บีเอ,ดี/1 ถนนราชดำริห์แขวงลุมพินีเขตปทุมวันกรุงเทพมหานคร 10330

No. 127, Gaysorn Tower Building, Floor 28, Room no. A,B,D,	Ratchadamri Rd., Lumphini, Pathum Wan, Bangkok 10330
T e l : 0 2 - 6 7 7 - 7 1 5 1	F a x : 0 2 - 6 7 7 - 7 1 5 2